| Wed 24 May 2006, 16:56 | | Massmart Holdings Limited - Announcement of Change |
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MSM
MSM
Massmart Holdings Limited - Announcement of Changes to the Board
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1940/014066/06)
(Share code: MSM)
(ISIN: ZAE000029534)
("Massmart" or "the company")
ANNOUNCEMENT OF CHANGES TO THE BOARD
Introduction
At the 2002 annual general meeting, the company obtained shareholders approval
for a four year service contract commencing 1st July 2003 with the then
Executive Chairman Mr. M. J. Lamberti, who in compliance with good corporate
governance subsequently became Deputy Chairman and Chief Executive Officer on
the 1st July 2003, which positions he currently holds.
From the outset the Board was aware that Mr Lamberti would not be renewing this
contract on its expiry on the 30th of June 2007 by which time he would have
served as Chief Executive for 19 years, and was therefore well placed to deal
with the issue of succession.
The Succession Process
Starting in mid 2004 the Board and Executive Committee embarked on a
comprehensive, inclusive process to select an internal candidate and to
undertake a series of sequential changes to the organisation structure, which
would increase the candidate"s authority and responsibilities and, subject to
performance and objective external validation, would result in the Board
appointing him to succeed Mr Lamberti.
Appointment of Mr Grant Pattison as CEO Designate and subsequently as Chief
Executive Officer of Massmart
Following the successful completion of this process, it is with pleasure that
the Board announces the appointment of Mr Grant Pattison as Chief Executive
Officer Designate with effect from the 1st June 2006.
This appointment will facilitate an orderly 13 month transition, during which
time Messrs Lamberti and Pattison will adjust their respective roles to
accommodate a seamless change of leadership on the 1st July 2007, when Mr
Pattison will be appointed Chief Executive Officer of Massmart.
Mr Pattison (35) holds a BSc degree with Honours, in electrical engineering.
Following three years with Anglo American and a period of consulting with the
Monitor group, Grant joined Massmart as Executive Assistant to the Executive
Chairman in June 1998. Since then he has served with distinction in a number of
increasingly senior functional and line capacities, including that of Divisional
CEO of Massdiscounters, the Group"s largest and most profitable division. In
December 2004 he was appointed to the Board and in July 2005 he was appointed
Deputy CEO in which capacity he holds a wide range of functional and operational
responsibilities.
His appointment has received the unanimous approval of the Nomination and
Remuneration Committee, the Board and the Executive Committee.
Appointment of Mr Mark Lamberti as Non Executive Chairman from 1st July 2007
Mr. Lamberti has made himself available to serve the company in a strictly non-
executive capacity on his retirement as Chief Executive Officer.
Having considered the matter carefully from the perspectives of governance,
continuity, risk, perception, the needs of Massmart"s constituents and
shareholders, the personalities involved, general succession issues and board
functionality, the Board has unanimously decided to appoint Mr Lamberti Non-
Executive Chairman from the 1st July 2007 on the following basis:
The Chairmanship will continue to be completely non-executive and the role will
be governed by the job description approved by the Board in February 2006.
Mr. Lamberti will not be an independent director by definition for a period of
three years after having held an executive position in Massmart. Therefore,
although he will be a member of the Nomination and Remuneration Committee and
the Audit Committee, he will not chair either committee. The chairs of all
Board committees will be held by independent directors.
Mr. Lamberti"s financial package as Chairman and as a member of Board committees
will be identical to that which would have applied to the existing Non-Executive
Chairman at that time.
All scheme shares held by Mr. Lamberti as CEO will be dealt with in accordance
with the rules of the scheme.
Mr. Lamberti will enter into a normal non-executive director"s contract in the
same form as that used for all non-executive directors. This will allow for him
to be proposed as a director for consideration by shareholders at the AGM at the
end of his current three year cycle and every three years thereafter and there
will be no special terms relating to the Chairmanship, which is subject to
annual renewal by the Board after each annual general meeting, in compliance
with normal governance procedures.
Mr. Lamberti is one of the most experienced retailers in South Africa and has in
depth knowledge of the Massmart Group. The Board is delighted to be able to
retain this knowledge and experience within the Board forum.
Appointment of Mr Chris Seabrooke as Non Executive Deputy Chairman from 1st July
2007.
The roles of Deputy Chairman and CEO will be separated and the Deputy Chairman
will be an independent non-executive director who will act as the lead
independent director.
Consistent with this, from the 1st July 2007 Mr. Chris Seabrooke will retire as
non-executive Chairman, a position he held since July 2003, and will be
appointed non executive Deputy Chairman, retaining his position as lead
independent non-executive director.
Conclusion
The Board believes that these changes facilitate a smooth transition of
leadership while retaining the experience and governance required by the company
and its stakeholders.
By Order of the Board
24 May 2006
Issued by sponsor
Deutsche Securities (SA) (Pty) Ltd
Date: 24/05/2006 04:56:03 PM Produced by the JSE SENS Department
